EXHIBIT 99.1
AMENDMENT NO. 3 TO CREDIT AGREEMENT
This Amendment dated as of February __, 2003, by and among JPE, Inc., a
Michigan corporation ("JPE"), Plastic Trim, Inc., an Ohio corporation and JPE
Finishing, Inc., an Ohio corporation (all of the foregoing companies being
collectively identified as "Companies" and individually as a "Company") and
Comerica Bank, a Michigan banking corporation, of Detroit, Michigan ("Bank").
RECITALS
A. Companies, Dayton Parts, Inc. ("Dayton"), Brake, Axle and
Tandem Company ("BAT") and Bank entered into that certain Credit Agreement
dated as of February 7, 2001, as amended by two amendments ("Agreement").
B. Bank has released Dayton and BAT from their obligations under
the Agreement.
C. Companies and Bank desire further to amend the Agreement.
The parties agree as follows:
1. The definition of "Margin" set forth in Section 1 of the
Agreement is amended to read as follows:
"'Margin' shall mean two percent (2%)."
2. The definition of "Revolving Credit Commitment Amount" set
forth in Section 1 of the Agreement is amended to read as follows:
"'Revolving Credit Commitment Amount' shall mean Nine Million
Dollars ($9,000,000)."
3. The definition of "Revolving Credit Maturity Date" set forth
in Section 1 of the Agreement is amended to read in its entirety as follows:
"'Revolving Credit Maturity Date' shall mean June 1, 2003."
4. The definition of "Applicable Commitment Fee Percentage" set
forth in Section 1 is amended to read as follows:
"'Applicable Commitment Fee Percentage' shall mean one half of
one percent (1/2%)."
5. The following definition of "Availability" is added to Section
1 of the Agreement.
"'Availability' shall mean as of any date of determination the
amount obtained by subtracting from the lesser of (a) the
Revolving Credit Aggregate Commitment and (b) the borrowing
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base in effect under the Advance Formula Agreement based on
the most recent borrowing base certificate an amount equal to
the Advances as of such date of determination."
6. Companies may not elect the Eurodollar-based Rate as the
Applicable Interest Rate.
7. Section 3A of the Agreement is amended to read as follows:
"[Intentionally Left Blank.]"
8. Section 7.1(d) is amended to provide that Companies shall
provide to the Bank a borrowing base report on Wednesday of each week as of
Friday of the preceding week.
9. Section 7.11 of the Agreement is amended to read as follows:
"Maintain at all times Availability of not less than
$500,000."
10. Section 7.12 of the Agreement is amended to read in its
entirety as follows:
"[Intentionally Left Blank.]"
11. Companies agree that the remittance basis provisions of the
Security Agreements executed by Companies shall apply effective upon the
execution of this Amendment.
12. In consideration of the amendments set forth herein, upon
execution of this Amendment, Companies shall pay Bank a nonrefundable amendment
fee of $200,000.
13. The above amendments shall be effective as of the date set
forth above, upon execution of this Amendment by the parties hereto, payment to
Bank of the amendment fee required under paragraph 12 above, and delivery by
Companies to Bank of the documents identified on the Closing Agenda annexed
hereto, duly executed by the parties thereto.
14. Bank hereby consents to the sale of Dayton and BAT provided
that 100% of the net proceeds of the sale are paid to the Bank immediately upon
such sale.
15. Except as expressly modified hereby, all the terms and
conditions of the Agreement shall remain in full force and effect. The waivers
set forth herein shall not extend to any other Event of Default or affect any
obligation, covenant, agreement or default not expressly waived herein.
16. Each of the Companies hereby represents and warrants that,
after giving effect to the amendments contained herein, (a) execution, delivery
and performance of this Amendment and any other documents and instruments
required under this Amendment or the Agreement are within its corporate powers,
have been duly authorized, are not in contravention of law or the terms of its
Articles of Incorporation or Bylaws, and do not require the consent or approval
of any governmental body, agency, or authority; and this Amendment and any other
documents and
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instruments required under this Amendment or the Agreement, will be valid and
binding in accordance with their terms; (b) the continuing representations and
warranties made by such Company set forth in Sections 6.1 through 6.5 and 6.7
through 6.15 of the Agreement are true and correct on and as of the date hereof
with the same force and effect as if made on and as of the date hereof; (c) the
continuing representations and warranties of Companies set forth in Section 6.6
of the Agreement are true and correct as of the date hereof with respect to the
most recent financial statements furnished to the Bank by Companies in
accordance with Section 7.1of the Agreement; and (d) no Event of Default, or
condition or event which, with the giving of notice or the running of time, or
both, would constitute an Event of Default under the Agreement, has occurred and
is continuing as of the date hereof.
WITNESS the due execution hereof as of the day and year first above
written.
COMERICA BANK JPE, INC.
By:________________________ By:_____________________________________
Its:_______________________ Its:____________________________________
PLASTIC TRIM, INC.
By:_____________________________________
Its:____________________________________
JPE FINISHING, INC.
By:_____________________________________
Its:____________________________________
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JPE, INC., ET AL.
COMERICA BANK
FEBRUARY __, 2003
1. Amendment No. 3 to Credit Agreement
2. Revolving Credit Note
3. Advance Formula Agreement
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